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Va Tech Wabag Ltd

BSE Code : 533269 | NSE Symbol : WABAG | ISIN:INE956G01038| SECTOR : Capital Goods-Non Electrical Equipment |

NSE BSE
 
SMC up arrow

190.95

2.95 (1.57%) Volume 280564

23-Oct-2020 EOD

Prev. Close

188.00

Open Price

192.30

Bid Price (QTY)

0.00(0)

Offer Price (QTY)

190.95(824)

 

Today’s High/Low 193.70 - 190.00

52 wk High/Low 237.75 - 73.00

Key Stats

MARKET CAP (RS CR) 1188.77
P/E 27.7
BOOK VALUE (RS) 176.3355103
DIV (%) 0
MARKET LOT 1
EPS (TTM) 6.9
PRICE/BOOK 1.08401308207743
DIV YIELD.(%) 0
FACE VALUE (RS) 2
DELIVERABLES (%) 39.85
4

News & Announcements

22-Oct-2020

Va Tech Wabag Ltd - VA Tech Wabag Limited - Other General Purpose

07-Oct-2020

Va Tech Wabag's Brazilian subsidiary gets liquidated

07-Oct-2020

Va Tech Wabag Ltd - VA Tech Wabag Limited - Updates

06-Oct-2020

Va Tech Wabag Ltd - Closure Of Subsidiary Entity Viz., VA Tech Wabag Brazil Servicos De Agua E Saneamento Ltda, Brazil

07-Oct-2020

Va Tech Wabag's Brazilian subsidiary gets liquidated

30-Sep-2020

Board of Va Tech Wabag approves preferential issue of shares aggregating Rs 120 cr

10-Sep-2020

Va Tech Wabag to announce Quarterly Result

07-Sep-2020

Va Tech Wabag wins order worth USD 48 mn from Saudi Arabia

Corporate Actions

Bonus
Splits
Dividends
Rights
Capital Structure
Book Closure
Board Meeting
AGM
EGM
 

Financials

Income Statement

Standalone
Consolidated
 

Peers Comparsion

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Incorporated Engineers Ltd 522095
Indabrator Ltd (Merged) 505260
International Combustion (India) Ltd 505737
International Conveyors Ltd 509709
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ISGEC Heavy Engineering Ltd 533033 SARASIND
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VVN Manufacturing & Investa Ltd(Merged) 505535
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Share Holding

Category No. of shares Percentage
Total Foreign 8183860 13.16
Total Institutions 2632106 4.23
Total Govt Holding 0 0.00
Total Non Promoter Corporate Holding 0 0.00
Total Promoters 13495522 21.70
Total Public & others 37878940 60.91
Total 62190428 100
  • Total Foreign
  • Total Institutions
  • Total Govt Holding
  • Total Non Promoter Corporate Holding
  • Total Promoters
  • Total Public & others

About Va Tech Wabag Ltd

VA Tech Wabag Ltd is a multinational player in the water treatment industry. The company offers complete life cycle solutions including conceptualization, design, engineering, procurement, supply, installation, construction and O&M services. They provide a range of EPC and O&M solutions for sewage treatment, processed and drinking water treatment, effluents treatment, sludge treatment, desalination and reuse for institutional clients like municipal corporations and companies in the infrastructure sector such as power, steel and oil and gas companies. The company is having their market presence in India, the Middle East, North Africa, Central and Eastern Europe, China and South East Asia through their principal offices in India, Austria, the Czech Republic, China, Switzerland, Algeria, Romania, Tunisia, UAE, Libya and Macao. They divide their business into four strategic business units namely Municipal Business Group, Industrial Water Business Group, Operations Business Group and International Business Group. WABAG, over the years has expanded its global reach through Overseas Direct Investments (ODI), either through subsidiaries, joint venture or associate companies. The company has 18 subsidiaries, 3 associates and a joint venture entity as on March 31, 2018. The company is having their R & D centres located in Chennai, India and at Vienna and Winterthur in Austria and Switzerland respectively. VA Tech Wabag Ltd was incorporated on February 17, 1995 as Balcke Durr Cooling Towers Ltd. The company was awarded the certificate of commencement of business on March 8, 1995. Initially, the company involved in the business of design and construction of cooling towers and was a subsidiary of Balcke-Durr Aktiengesellschaft, a German company which was held by Deutsche Babcock. In the year 1996, the company started a water treatment division and pursuant to this, they changed their name from Balcke Durr Cooling Towers Ltd to Balcke Durr and Wabag Technologies Ltd. In April 1997, the company undertook first EPC order from Reliance Petroleum. In April 1999, the Austrian group VA Tech acquired the water business of Deutsche Babcock operating under the Wabag brand name. In India, the water and non water divisions of the company were de-merged and the non-water division was transferred to BDT Ltd. Consequently, the name of the company was changed to VA Tech Wabag Ltd. Pursuant to the de-merger and change of name, the company's primary business was changed to design, supply, construction and erection of water, wastewater treatment plants and operation and maintenance of the same. In March 2000, the company entered into municipal segment by received their fist municipal order from Chennai Metropolitan Water Supply and Sewerage Board. In September 2000, they received the ISO 9001:2000 Certification from Lloyd's Register Quality Assurance. In July 2002, the company started their O&M activity and they received their first O&M order from Chennai Metropolitan Water Supply and Sewerage Board. In September 2002, they received an order worth Rs 7000 lakh from Bangalore Water Supply and Sewerage Board. In September 2005, I-Ven Water Treatment Technologies Ltd acquired a majority stake in the company. In April 2006, as per the scheme of merger, I-Ven Water Treatment Technologies Ltd was amalgamated with the company. In August 2006, the majority shareholding of the company was acquired by Rajiv Mittal, Amit Sengupta, Shiv Narayan Saraf and S Varadarajan together with ICICI Venture Funds Management Company Ltd. In September 2006, the company received an order worth approximately Rs 18,638 lakh from Kerala Water Authority. In April 2007, the company created the four SBUs, namely municipal, industrial, international and operations business group. In August 2007, they incorporated Wabag Singapore. In September 2007, the company received their first overseas O&M order from Qatar. In October 2007, they completed the construction of a plant water systems package for Durgapur Projects Ltd. In November 6, 2007, the company through their wholly owned subsidiary Wabag Singapore acquired the entire shareholding of Wabag Austria. Pursuant to this acquisition, Wabag Austria and their subsidiaries became the subsidiary companies. In December 6, 2007, the company in association with Badriya Hassan Makki incorporated a joint venture company now called VA Tech Wabag (Gulf) Contracting LLC, in which the company holds a 49% shareholding. In February 2008, the company incorporated Wabag Water Services s.r.l, in Romania. In March 2008, they received their first overseas EPC order from Oman. In May 2008, they started International Engineering Centre in Pune. Also, they opened a branch office in Oman. In June 2008, they received order worth Rs 19,071 lakh from Delhi Jal Board. In May 2009, the company incorporated VA Tech Wabag (Hong Kong) Ltd. Also, they received ISO-9001:2008 Certification from Bureau Veritas. In December 2009, they received order worth Rs 103,368 lakh order for seawater desalination plant from Chennai Metropolitan Water Supply and Sewerage Board. In December 21, 2009, the company through their subsidiary, VA Tech Wabag (Hong Kong) Ltd, incorporated a subsidiary called Beijing VA Tech Wabag Water Treatment Technology Co Ltd, in which VA Tech Wabag (Hong Kong) Ltd has a 100% shareholding. The company completed the Perungudi plant on a DBO basis where they constructed a plant with a capacity of 54 MLD and have an O&M contract for a period of 10 years. They also completed execution of a 455 MLD water treatment plant at Panjrapur for the Brihanmumbai Municipal Corporation. The company was awarded the contract for a seawater reverse osmosis desalination plant with a capacity of 1,00,000 m3/d in Chennai including an O&M contract for seven years. During FY 2013-14, the Company received orders for its Industrial Water Group (IWG) from international petrochemical and fertilizer industry. It executed projects involving complex processes like boron removal, a first-of-its-kind treatment in India. The Swiss office of WABAG implemented about 36 projects in CADISON; the International Engineering Centre (Pune) and the MBG in Chennai have successfully completed the pilot project. In order to bring uniformity in the software usage the Company adopted the CADISON platform for engineering during the financial year. WABAG has further developed the direct application of Powdered Activated Carbon (PAC) onto ultra-filtration membranes and the partial PAC recovery. During FY 2014-15, WABAG entered into a technology tie up with Royal Haskoning DHV for the introduction of state-of-the-art Nereda Technology in India, apart from Switzerland to meet the growing market expectations. During year 2015-16, Malaysia's National Oil and Gas company, Petroliam Nasional Berhad (PETRONAS) signed a contract with VA Tech Wabag Limited and Muhibbah Engineering (M) Bhd for the ReFEED and Engineering, Procurement, Construction and Commissioning of the Effluent Treatment Plant (ETP). During the FY 2016-17, WABAG undertook promotion of projects with better technologies for reducing plant life-cycle costs. It further successfully completed Reliance Industries' Hazira Effluent Treatment Plant (first ever plant for treating petrochemical cocktail effluent) and JSPL's Angul Effluent Treatment Plant (first ever gasification effluent plant having 80% recovery). The LATAM cluster of the Company focuses on the countries of Ecuador, Brazil, Chile, Peru, Uruguay, Mexico, Colombia and Argentina. The major focus in FY 2016-17 was to bring Centralization of infrastructure services and Global ERP upgrade. During FY 2017-18, the company further continued to extend engineering support to its global offices in Austria and Romania. With regard to Information Technology initiatives, the company primarily focused on adopting various digital initiatives and undertaking technology restructure of the Global ERP upgrade. Digitization and analytics have created lot of interest across WABAG global offices. During the year 2018, the Company incorporated a subsidiary viz., M/s VA TECH WABAG BRAZIL SERVICOS DE AGUA E SANEAMENTO LTDA in the country of Brazil. As of March 2018, the total funded financial investments of your Company through equity contribution in such ODIs amounted to Rs 25 Crore, which represents 6% of total financial commitment and the total non-funded financial investments in the form of guarantees through ODI route amounted to Rs 381.24 Crore which represents 93% of total financial commitment. During the year 2018, the Company earned a dividend income of Rs 20 Crore from its overseas investment. During the year, as part of business restructuring, expansion and other plans in Europe, LATAM and MEA clusters, some of the steps initiated by the Company were:1. It formed a Branch in Argentina and Dubai and a subsidiary entity in Brazil.2. As part of restructuring plan of European cluster, the shares held by German subsidiary in other group entities, have been restructured/transferred within other group entities. Pursuant to such action, the minority stake held by German subsidiary in Romanian subsidiary has been acquired by its holding company viz., VA Tech Wabag GmbH, Austria (Austria subsidiary). As at March 31, 2018, 99.97% shares of Romanian entity were held by Austria.3. Pursuant to the completion and commissioning of the Desalination Project by Company's Joint venture entity viz., International Water Treatment LLC (IWT), Muscat, Oman in the year 2016, the project is presently under Defect Liability Period (DLP). Upon completion of the DLP, the Company will initiate necessary action along with other JV partners for closure of the entity. During the year, there are no further payments made by the Company to IWT.

Va Tech Wabag Ltd Chairman Speech

Dear Shareholders,

Turning the water-scarcity into water-security is considered one of the top priorities among the nations today. An impending necessity for water-smart infrastructure has led the Government to take various initiatives across continents.

Sustainable water solutions are the need of the hour and we, at WABAG, are leveraging this opportunity. Our inter-cluster synergies are coming into play, giving us an edge in the current situation. Our strengths not only lie in being capable and competitive, but our order wins during the year, is a testimony to our collaborative and co-operative mind-set across clusters and cultures.

Water scarcity is being driven by two converging phenomenon: fast growing freshwater use and even faster depletion of usable freshwater resources. It has been almost over 5 months since it last rained in Chennai City, the headquarters of your company, which is witnessing a long dry spell.

Water scarcity is the one issue that is plaguing not just homes, but offices, hotels and even schools. The groundwater reserve in several of the districts are getting depleted, triggering anxiety. As many as 22 districts, including Chennai, where the water is getting depleted at an alarming rate have been put in the red category. The water shortage has started affecting the hotels in the city. Several of the small and medium hotels were planning to down the shutters and some of the companies have requested their employees to work from home until the water situation improved.

Fresh water scarcity – a serious threat

The global demand for fresh water resources has risen dramatically over the recent years. Mismanagement of the available resources are further hard-pressing to find effective and sustainable solutions to water woes. Around 1.8 billion people worldwide are using drinking water with faecal contamination. Asia homes 60% of the world’s population but has access to only 36% fresh water available; 6% of global population residing in Middle East and Africa have access to just 2% of freshwater. These issues are going to get more intense which is evident from the following facts :

40% global population - face water scarcity

80% wastewater - released untreated

Rising awareness

Looking at the brighter side, Governments, municipal bodies and industries have initiated various efforts, measures and schemes for conserving water resources. The programmes/ schemes like Oman Vision 2020, Saudi Vision 2030, Namami Gange, Smart Cities, Swachh Bhart Mission and Amrut schemes, go onto display the interest showed by the Governments across the globe. However, to witness successful results of these initiatives and schemes, proper support along with due adherence by the community is crucial at all times.

Making a difference

Water security is a high-priority environmental concern and economic issue that needs to be addressed urgently. We, at WABAG, play a pivotal role in safeguarding the globe by conserving our planet’s essential resource: water. We, continue offering our Indian and international customers, a comprehensive portfolio of water solutions that enhance the environmental stewardship. Our effective and innovative solutions for treating water and reclaiming the wastewater gives it a second life.

Our endeavour is to deliver consistent and sustainable growth through our focussed value-creation approach. With our innovative ideas and technology, everything falling under water management, right from municipal to industrial clients in the area of waste water treatment, sewage water treatment, desalination and sludge treatment, among others, provides sustainable solutions to the satisfaction of clients. Further, as an Indian multinational, we are proud to be a part of the mission ‘Namami Gange’ to clean the sacred and holy Ganga. We have won big orders under the scheme and we are committed to deliver on our promise. We are diligently working to stay committed to the environment and customers. Our strategic geographical diversification of forming clusters have helped us win significant orders. As a team, we are meticulously working to create value from synergies to further strengthen our presence across geographies.

"The core technology developed over the years along with a united workforce across the globe, ongoing innovation and R&D and commitment towards operational excellence are the hallmark at WABAG." Future-ready

With the growing needs and dwindling natural reserves, it is our collective responsibility to conserve and protect. WABAG, with its state-of-the-art technologies developed over the years, tirelessly pursues its research programmes to provide sustainable solutions. The Company’s operations across countries and cultures are aligned to reflect the essence of circular economy and cross country collaboration. Through our ecologically sustainable solutions, we are actively contributing to improve the quality of life for over a hundred million people. As a result, we continue to be one amongst the world’s leading partners for investment in a future that is worth living.

Closing thoughts

The Company’s business is gradually scaling upwards. Going forward, focusing on emerging markets besides implementing key projects, achieving group synergies, increasing business profitability and effective and economically viable application of technologies would form the key strategic areas of our business. Our aim is to provide solutions that help extend the life span and usage of water. We will continue partnering with our customers to make the most of life’s essential resource. We are energised about the future and our ability to deliver sustainable value to our stakeholders.

I thank all the stakeholders and look forward to their continued support to make WABAG stronger. Together, we can make a difference in driving sustainability and deliver value.

Regards,

B. D. Narang

   

Va Tech Wabag Ltd Company History

VA Tech Wabag Ltd is a multinational player in the water treatment industry. The company offers complete life cycle solutions including conceptualization, design, engineering, procurement, supply, installation, construction and O&M services. They provide a range of EPC and O&M solutions for sewage treatment, processed and drinking water treatment, effluents treatment, sludge treatment, desalination and reuse for institutional clients like municipal corporations and companies in the infrastructure sector such as power, steel and oil and gas companies. The company is having their market presence in India, the Middle East, North Africa, Central and Eastern Europe, China and South East Asia through their principal offices in India, Austria, the Czech Republic, China, Switzerland, Algeria, Romania, Tunisia, UAE, Libya and Macao. They divide their business into four strategic business units namely Municipal Business Group, Industrial Water Business Group, Operations Business Group and International Business Group. WABAG, over the years has expanded its global reach through Overseas Direct Investments (ODI), either through subsidiaries, joint venture or associate companies. The company has 18 subsidiaries, 3 associates and a joint venture entity as on March 31, 2018. The company is having their R & D centres located in Chennai, India and at Vienna and Winterthur in Austria and Switzerland respectively. VA Tech Wabag Ltd was incorporated on February 17, 1995 as Balcke Durr Cooling Towers Ltd. The company was awarded the certificate of commencement of business on March 8, 1995. Initially, the company involved in the business of design and construction of cooling towers and was a subsidiary of Balcke-Durr Aktiengesellschaft, a German company which was held by Deutsche Babcock. In the year 1996, the company started a water treatment division and pursuant to this, they changed their name from Balcke Durr Cooling Towers Ltd to Balcke Durr and Wabag Technologies Ltd. In April 1997, the company undertook first EPC order from Reliance Petroleum. In April 1999, the Austrian group VA Tech acquired the water business of Deutsche Babcock operating under the Wabag brand name. In India, the water and non water divisions of the company were de-merged and the non-water division was transferred to BDT Ltd. Consequently, the name of the company was changed to VA Tech Wabag Ltd. Pursuant to the de-merger and change of name, the company's primary business was changed to design, supply, construction and erection of water, wastewater treatment plants and operation and maintenance of the same. In March 2000, the company entered into municipal segment by received their fist municipal order from Chennai Metropolitan Water Supply and Sewerage Board. In September 2000, they received the ISO 9001:2000 Certification from Lloyd's Register Quality Assurance. In July 2002, the company started their O&M activity and they received their first O&M order from Chennai Metropolitan Water Supply and Sewerage Board. In September 2002, they received an order worth Rs 7000 lakh from Bangalore Water Supply and Sewerage Board. In September 2005, I-Ven Water Treatment Technologies Ltd acquired a majority stake in the company. In April 2006, as per the scheme of merger, I-Ven Water Treatment Technologies Ltd was amalgamated with the company. In August 2006, the majority shareholding of the company was acquired by Rajiv Mittal, Amit Sengupta, Shiv Narayan Saraf and S Varadarajan together with ICICI Venture Funds Management Company Ltd. In September 2006, the company received an order worth approximately Rs 18,638 lakh from Kerala Water Authority. In April 2007, the company created the four SBUs, namely municipal, industrial, international and operations business group. In August 2007, they incorporated Wabag Singapore. In September 2007, the company received their first overseas O&M order from Qatar. In October 2007, they completed the construction of a plant water systems package for Durgapur Projects Ltd. In November 6, 2007, the company through their wholly owned subsidiary Wabag Singapore acquired the entire shareholding of Wabag Austria. Pursuant to this acquisition, Wabag Austria and their subsidiaries became the subsidiary companies. In December 6, 2007, the company in association with Badriya Hassan Makki incorporated a joint venture company now called VA Tech Wabag (Gulf) Contracting LLC, in which the company holds a 49% shareholding. In February 2008, the company incorporated Wabag Water Services s.r.l, in Romania. In March 2008, they received their first overseas EPC order from Oman. In May 2008, they started International Engineering Centre in Pune. Also, they opened a branch office in Oman. In June 2008, they received order worth Rs 19,071 lakh from Delhi Jal Board. In May 2009, the company incorporated VA Tech Wabag (Hong Kong) Ltd. Also, they received ISO-9001:2008 Certification from Bureau Veritas. In December 2009, they received order worth Rs 103,368 lakh order for seawater desalination plant from Chennai Metropolitan Water Supply and Sewerage Board. In December 21, 2009, the company through their subsidiary, VA Tech Wabag (Hong Kong) Ltd, incorporated a subsidiary called Beijing VA Tech Wabag Water Treatment Technology Co Ltd, in which VA Tech Wabag (Hong Kong) Ltd has a 100% shareholding. The company completed the Perungudi plant on a DBO basis where they constructed a plant with a capacity of 54 MLD and have an O&M contract for a period of 10 years. They also completed execution of a 455 MLD water treatment plant at Panjrapur for the Brihanmumbai Municipal Corporation. The company was awarded the contract for a seawater reverse osmosis desalination plant with a capacity of 1,00,000 m3/d in Chennai including an O&M contract for seven years. During FY 2013-14, the Company received orders for its Industrial Water Group (IWG) from international petrochemical and fertilizer industry. It executed projects involving complex processes like boron removal, a first-of-its-kind treatment in India. The Swiss office of WABAG implemented about 36 projects in CADISON; the International Engineering Centre (Pune) and the MBG in Chennai have successfully completed the pilot project. In order to bring uniformity in the software usage the Company adopted the CADISON platform for engineering during the financial year. WABAG has further developed the direct application of Powdered Activated Carbon (PAC) onto ultra-filtration membranes and the partial PAC recovery. During FY 2014-15, WABAG entered into a technology tie up with Royal Haskoning DHV for the introduction of state-of-the-art Nereda Technology in India, apart from Switzerland to meet the growing market expectations. During year 2015-16, Malaysia's National Oil and Gas company, Petroliam Nasional Berhad (PETRONAS) signed a contract with VA Tech Wabag Limited and Muhibbah Engineering (M) Bhd for the ReFEED and Engineering, Procurement, Construction and Commissioning of the Effluent Treatment Plant (ETP). During the FY 2016-17, WABAG undertook promotion of projects with better technologies for reducing plant life-cycle costs. It further successfully completed Reliance Industries' Hazira Effluent Treatment Plant (first ever plant for treating petrochemical cocktail effluent) and JSPL's Angul Effluent Treatment Plant (first ever gasification effluent plant having 80% recovery). The LATAM cluster of the Company focuses on the countries of Ecuador, Brazil, Chile, Peru, Uruguay, Mexico, Colombia and Argentina. The major focus in FY 2016-17 was to bring Centralization of infrastructure services and Global ERP upgrade. During FY 2017-18, the company further continued to extend engineering support to its global offices in Austria and Romania. With regard to Information Technology initiatives, the company primarily focused on adopting various digital initiatives and undertaking technology restructure of the Global ERP upgrade. Digitization and analytics have created lot of interest across WABAG global offices. During the year 2018, the Company incorporated a subsidiary viz., M/s VA TECH WABAG BRAZIL SERVICOS DE AGUA E SANEAMENTO LTDA in the country of Brazil. As of March 2018, the total funded financial investments of your Company through equity contribution in such ODIs amounted to Rs 25 Crore, which represents 6% of total financial commitment and the total non-funded financial investments in the form of guarantees through ODI route amounted to Rs 381.24 Crore which represents 93% of total financial commitment. During the year 2018, the Company earned a dividend income of Rs 20 Crore from its overseas investment. During the year, as part of business restructuring, expansion and other plans in Europe, LATAM and MEA clusters, some of the steps initiated by the Company were:1. It formed a Branch in Argentina and Dubai and a subsidiary entity in Brazil.2. As part of restructuring plan of European cluster, the shares held by German subsidiary in other group entities, have been restructured/transferred within other group entities. Pursuant to such action, the minority stake held by German subsidiary in Romanian subsidiary has been acquired by its holding company viz., VA Tech Wabag GmbH, Austria (Austria subsidiary). As at March 31, 2018, 99.97% shares of Romanian entity were held by Austria.3. Pursuant to the completion and commissioning of the Desalination Project by Company's Joint venture entity viz., International Water Treatment LLC (IWT), Muscat, Oman in the year 2016, the project is presently under Defect Liability Period (DLP). Upon completion of the DLP, the Company will initiate necessary action along with other JV partners for closure of the entity. During the year, there are no further payments made by the Company to IWT.

Va Tech Wabag Ltd Directors Reports

Dear Members,

The Board of Directors hereby submits its report on the performance of the Company along with the audited standalone as well as consolidated financial statements for the year ended March 31, 2019.

Financial/ Operational Highlights

Your Company’s financial highlights for the year ended March 31, 2019 are summarised below:

(INR in crore)

Particulars 2018-19
Standalone Consolidated
Gross turnover (Revenue from operations) 1,748 2,781
Profit before interest, tax & depreciation (EBITDA) excluding exceptional items 179 215
Profit before tax 117 110
Provision for tax 15 20
Profit after tax attributable to owners of the parent 102 105

Business Environment

India is emerging as one of the fastest growing major economies in the world and is expected to be one of the top three economic powers of the world over the next 10-15 years. India has retained its position as the third largest startup base in the world with over 4,750 technology start-ups. India’s labour force is expected to touch 160-170 million by 2020, based on rate of population growth, increased labour force participation, and higher education enrollment, among other factors, according to a study by ASSOCHAM and Thought Arbitrage Research Institute.

India’s Gross Domestic Product (GDP) is expected to reach USD 6 trillion by FY 2027 and achieve upper-middle income status on the back of digitisation, globalisation, favourable demographics, and reforms. India’s next target is to expand its journey from being a low middle-income country to an upper middle-income country (according to the World Bank the range is between around USD 1,000 - USD 12,000 per capita income). The first step in that journey is double the size of the Indian economy to around USD 5 trillion. One of the most critical in the list of areas to focus on is safe drinking water and sanitation.

The initiative and investment made by Government in Sanitation (building around 90 million toilets) and providing of electricity grid connection to almost every part of India have started gaining people confidence on the Government and the next big focus will be on WATER. There is no doubt that transformative policies on sanitation and water bring faster growth. The economic benefit of access to clean drinking water and basic sanitation would amount to more than USD 43 billion a year or an economic gain each year of around 5.2% of GDP with a benefit cost ratio of 3.2 and a payback period of 7 years.

In less than a decade, there could be a transformative boost to the Indian economy just by helping its citizens access clean drinking water and sanitation. The Water Ministry in India has also brought some initiative to bring all departments working on water under one roof. Providing access to clean drinking water and sanitation is around six times bigger than the ambition of bringing electricity to every part of India. To fulfil the electricity dream, power had to be taken to a little more than 20 million households, whereas nearly 141 million households lack piped water. But as challenging as it sounds, it is a fundamental pillar to India’s USD 5 trillion dream.

(Source: IBEF, IMF Blog), (Source:Fortune India Blog)

Dividend

Your Company has been consistent in paying dividend to its Members since listing of its securities in 2010.

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("SEBI LODR") the Board approved and adopted the Dividend Distribution Policy and the same is available on the Company’s website www.wabag.com.

Taking into account the present and future growth opportunities including investment to be made by the Company for Hybrid Annuity Model projects under Namami Gange Schemes and considering the difficult market conditions and high cost of borrowings, your Directors have decided to conserve the funds for future and hence have not recommended any dividend for

FY2018-19.

Company’s Performance

• Your Company has a healthy order book of INR 9,292 crore as on March 31, 2019 (including framework contracts) supportedbysignificantorder intake of INR 4,879 crore

• Total Consolidated and Standalone income, comprising revenue from operations and other income, for the year was INR 2,781 crore and INR 1,748 crore during the year ended March 31, 2019, as against INR 3,457 crore and INR 1,856 crore respectively in the previous year.

• Consolidated & Standalone Profit After Tax for the FY 2018-19 was INR 105 crore and INR 102 crore respectively.

• Company’s EPS was INR 18.73 for the FY 2018-19 as against INR 21.45 in the previous year.

• There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year to which this financial statement relate on the date of this report.

• The revenue and profit is lower as compared to previous year on account of our large key overseas projects like AMAS and RAPID have reached completion during the current fiscal year and major new orders secured during the year are in early stage of execution. Revenue from new orders is expected to pick up momentum in FY 2019-20.

Share Capital

During the year, the Company has not issued any shares or convertible securities. The issued, subscribed and paid up share capital of the Company stood at INR 10.94 crore as on March 31, 2019 as against INR 10.93 crore in the previous year. The increase in paid up capital was on account of allotment of equity shares of the Company to the eligible employees as per the Employee Stock Option Plan approved earlier by the Members of the Company.

The number of shares and date on which such allotment towards ESOPs were made by the Company are given below:

Month/Day/Year No. of equity shares (face value of INR 2 per share)
Paid up Capital as on March 31, 2018 5,46,57,390
Addition during the year
May 25, 2018 3,597
August 10, 2018 4,981
November 12, 2018 15,298
February 8, 2019 9,162
Paid up Capital as on March 31, 2019 5,46,90,428

Unpaid/ Unclaimed Dividend - Investor Education and Protection Fund (IEPF)

Pursuant to the provisions of sections 124 and 125 of the Companies Act, 2013 ("the Act") read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), any dividend which is unclaimed by a Member(s) for a period of 7 consecutive years have to be transferred to IEPF Authority at the expiry of 7 years within the prescribed time stipulated by the IEPF Rules along with the corresponding shares held by the said Members in the respective financial year for which the dividend is unclaimed. The Company has been constantly sending communication and reminder letters, from time to time, to the respective shareholders whose dividends are unclaimed and due for transfer to IEPF Authority and providing facilitation / support to shareholders as and when required, to enable them to claim their dividend entitlements from Practicing before it is transferred to IEPF Authority in accordance with IEPF Rules.

During the year under review, unclaimed dividend for the FY 2010-11 amounting to INR 42,810 pertaining to 265 shareholders and 126 shares pertaining to 6 shareholders in respect of whom dividend had remained unclaimed for seven consecutive years have been transferred to IEPF Authority in September 2018. Unclaimed dividend for the financial year ended March 31, 2012 and shares in respect of which dividend has remained unclaimed for the last consecutive seven years or more as on due date shall become due for transfer to IEPF authority in August 2019.

The details of shareholders and their unclaimed dividend/ equity shares entitlements/transferred/ liable to be transferred to IEPF are uploaded on the Company’s website www.wabag.com. The Shareholders are requested to approach the Company and/or RTA for any support to claim their entitlements if any.

Depository System

The Company’s total paid up capital representing 5,46,90,428 equity shares as on March 31, 2019 wherein 99.99% of equity shares are held in dematerialised form. To protect the interest of shareholders, your Company approached shareholders through various modes of communication and elucidated about dematerialisation of shares.

Credit Rating

During the year, ICRA, the credit rating agency as part of their routine periodical review and evaluation, has reaffirmed the short term rating as A1+ and rated A+(negative) for long term fund based facilities. The said revision in the rating has been disclosed to the stock exchanges and this communication is available in the Company’s website www.wabag.com under investor section communication.

Management Discussion and Analysis

A detailed analysis of your Company’s performance is discussed in the Management Discussion and Analysis Report at page no. 70, which forms part of this Annual Report.

Corporate Governance

Your Company is committed to highest standards of corporate governance in line with the law and had also adopted certain principles/process as part of its corporate governance even before mandated by law. Your Company places high emphasis on business ethics and ensures best practices throughout the business cycle.

The Report on Corporate Governance for the year under review, is presented in a separate section, forming part of this Annual Report.

A certificate Company Secretary, confirming compliance of conditions of Corporate Governance, as stipulated under the SEBI LODR, also forms part this Annual Report. A Compliance Report on applicable compliances of SEBI Circular, Notifications, and Regulations etc., issued by Practicing Company Secretary being filed with exchanges in the prescribed format.

Key Projects Update -

KOYEMBEDU TTRO PROJECT – INDIA

Chennai is a city that has been primarily depending on groundwater and surface water from reservoirs. Considering the rapid economic growth and burgeoning population in the city coupled with acute water stress in alternative years, there has been a dire need to come up with alternative, reliable and sustainable sources. This has been one of the reasons for the city being a pioneer as far as water reuse is concerned. The city set a precedent over a decade ago by driving municipal industrial partnerships to promote water reuse. The city has designed a water management model to ensure water security for industries through water reuse and prioritise available freshwater sources and augment its desalination capacity to bridge demand supply gap as far as domestic consumption in concerned.

Chennai Metropolitan Water Supply and Sewage Board awarded a contract to WABAG to design and build a 45 MLD Tertiary Treatment Reverse Osmosis (TTRO) plant at Koyambedu to supply the Tertiary Treated water to SIPCOT (State Industries Promotion Corporation of Tamil Nadu) Industries.

The secondary treated water will be drawn from existing 120 MLD Koyambedu Sewage Treatment Plant (STP). The idea is to provide a sustainable water source by reuse of water generated by the city for industrial application thereby reducing the fresh water consumption.

The tertiary, ultrafiltration and treatment plant and the MS transmission main conveying the treated water to various industries are part of the scope. The project is more than 90% Completed. The construction activities at TTRO project have been completed and pre-commissioning activities have started.

POLGHAWELA PROJECT - SRILANKA

Polgahawela project is now in advanced stage of execution. The civil works, transmission and distribution pipe laying is in progress. The manufacturing of all major equipment’s are on schedule. This project is funded by the EXIM Bank of India under the Buyers’ credit route.

PETRONAS RAPID ETP PROJECT – MALAYSIA

The Malaysian Petronas Rapid Project is completely operational now except for the sludge management system, which is under commissioning. The plant has started receiving effluent and treating it and has achieved 99.7% progress and is expected to be completed fully during Q2 of FY 2019-20. This effluent treatment plant forms part of the largest grass root refinery in the world and will provide significantreference for your Company.

AMAS STP PROJECT - BAHRAIN

The project has been commissioned during October 2018 and handed over successfully over for Operation and Maintenance with effect from November 1, 2018. This plant is a model that showcases an optimum solution to the wastewater treatment needs of not only Bahrain region but also to the entire GCC region as such. The project own Distinction Award under the Waste Water Treatment Plant of the Year 2018 at the Global Water submit held in London apart from other accolades from other institutions.

GENCOPROJECTS-KAKATIYA(KTPP)&RAYALASEEMA (RTPP) THERMAL POWER PROJECT - INDIA

The performance guarantee test runs (PGTR) of the 600 MW plant in Warangal, Telangana (KTPP) was completed, post which final accounts reconciliation was carried out. Currently we are awaiting the final clearance and settlement of the project accounts with the customer (TSGENCO). On RTPP project, after achievement of Commercial operation date (COD) of the 600 MW project in Cuddapah, Andhra Pradesh, currently completion of peripheral work is going on. PGTR and handing over will happen progressively in the next two quarters . These critical milestones completion will enable your Company to move closer to achieving closure of the project.

DANGOTE ETP PROJECT - NIGERIA

In the repeat order from Dangote group towards Engineering, Procurement, Commissioning & Testing of an Effluent Treatment Plant (ETP) with Reverse Osmosis, Demineralisation (RODM) & Condensed Polishing Unit (CPU) and Raw Water Treatment Plant (RWTP) - Your Company as part of this contract, is supplying its patented BIOPUR osmosis based technology for this package.

In this project, Engineering is at final stage and equipment ordering is nearly completed. 95% GFC drawings are released for site construction. The project has achieved 65% of the physical progress as on May 2019.

DUONG WTP PROJECT - VIETNAM

To ensure clean and safe drinking water for over 3 million people in Hanoi and the surrounding provinces in Vietnam, WABAG was contracted to design and build a 150,000 m3/ day drinking Water Treatment Plant (WTP) in October 2017. The WTP was built to treat raw water from Duong River in a multi-stage system using WABAG’s proven technologies such as Lamella Clarifier and Dual Media Filters. The completion of this (Engineering, Procurement & Construction) EPC Contract was achieved on fast track basis.

It is indeed a matter of pride that by completing the project in a record time frame of 12 months, it is credited for being the "Fastest Project executed in Vietnam" This Contract also marks successful entry for WABAG into Vietnam’s municipal sector following the Company’s foray in 2016 in the industrial sector. The successful execution of this project also reinforces WABAG’s presence in South East Asia and vision to develop sustainable water infrastructure in the region.

KMDA HAM PROJECT - INDIA

During the year, your Company secured an order under prestigious National Mission for Clean Ganga (‘NMCG’) scheme and has been entrusted with the responsibility to develop, maintain, regulate Sewage Treatment facilities and associated infrastructure in Kolkata, West Bengal. The project will be implemented on PPP basis, through a hybrid annuity model. The KMDA contract from Kolkata Metropolitan Development Authority is funded by NMCG includes Engineering, Supply and Construction of new Sewage Treatment Plant (STP), renovation and up gradation of existing STP, rehabilitation of pumping station and other associated infrastructure. Your Company has set up a separate SPV namely M/s. Ganga STP Project Private Limited to execute this project in accordance with the contract conditions and will be initiating necessary formalities upon completion of the execution of concession agreement with NMCG/KMDA, which is expected to be completed during June 2019.

Policies of the Company

Your Company is committed to continuously review and update statutory policies and codes, in compliance with the changes prescribed under law from time to time. During the FY 2018-19, certain statutory policies and codes were amended by the Company in line with the changes mandated under amendment to SEBI LODR. Some of the key policies adopted by the Company are as follows:

Name of the Policy/code and links for viewing it

Directors & Key Managerial Personnel

As on date of this report, majority of the Board comprises Independent Directors. WABAG, being a professionally managed Company, is functioning under the overall supervision of 5 Independent Directors including Independent Board Chairman & Independent Women Director and 2 Executive Directors.

Code of conduct for Prevention of Insider Trading, POSH policy etc., are available on the Company’s intranet portal.

Retirement by rotation and subsequent re-appointment

In accordance with the provisions of the Act read with the Rules issued thereunder, SEBI LODR and the Articles of Association of the Company, the Independent Directors and the Managing Director of the Company are not liable to retire by rotation.

In order to comply with the provisions of Section 152 of the Act read with rules issued thereunder, S Varadarajan, (DIN: 02353065) Whole Time Director & Chief Growth Officer, who was appointed by the Members of the Company at the last

AGM held in 2018 for a period of 5 years, has to be considered to retire by rotation at the ensuing Annual General Meeting (AGM) and he being eligible, offers himself for re-appointment. A brief profile of S Varadarajan is given in the notice dated May 21, 2019 convening the AGM of the Company. The Board of Directors of your Company recommends his re-appointment.

Independent Directors

The Members at the 22nd AGM held on July 27, 2017, had re-appointed Sumit Chandwani (DIN: 00179100), as an Independent Director of the Company to hold office two consecutive years for a term up to the conclusion of the 24th AGM of the Company to be held in the calendar year 2019. The tenure of Directorship of Sumit Chandwani will be expiring upon conclusion at the ensuing 24th AGM, has been appointed for two consecutive terms under the Act for a period of 3 years and 2 years respectively and he is not eligible to be re-appointed as an Independent Director of the Company as per the provisions of the Act. The Board of Directors have placed on record its sincere appreciation for his significant contribution particularly supporting management buyout and reverse acquisition of WABAG group of companies and in general for his other invaluable services extended during his tenure as Director.

Your Board, on the recommendation of the Nomination and Remuneration Committee held on April 29, 2019, have approved the appointment of Milin Mehta (DIN: 01297508) as an Additional Director in the category of Independent Director of the Company up to the date of ensuing 24th AGM and also recommended his appointment as an Independent Director for the approval of the Members of the Company at the ensuing AGM to hold office for a period of 3 consecutive years up to conclusion of the 27th AGM of the Company to be held in the calendar year 2022 .

Your Company has received requisite notice in writing from the Member proposing his candidature. The brief profile of Milin Mehta and S Varadarajan along with other requisite information have been outlined in the Notice convening the 24th AGM of the Company.

Declaration of Independence by Independent Directors

All Independent Directors of the Company have confirmed that they meet the "Independence criteria’’ laid down under the Act and SEBI LODR in addition, they maintain their maximum limits of Directorships as required under SEBI LODR.

Key Managerial Personnel (KMP)

The KMP of your Company as on Mach 31, 2019 as per Section 203 of the Act, are as follows: Rajiv Mittal, Managing Director & Group CEO S Varadarajan, Whole Time Director & CGO Pankaj Sachdeva, CEO- India Cluster R Swaminathan, Company Secretary During the year there was no change in KMP except the resignation of Parthasarathy Gopalan who served as Chief Financial Officer of the Company. He resigned from the services of the Company w.e.f November 9, 2018. Subsequent to the close of the FY 2018-19, Your Board, on the recommendation of the Nomination and Remuneration Committee and approval of Audit Committee held on April 29, 2019, have appointed Sandeep Agrawal as Chief Financial Officer of the Company with immediate effect from the said date.

Board Diversity

The diversity and inclusiveness are embedded in the Company’s culture which reflects across each & every division in the Organisation for achieving sustainable, balanced development and long standing goal. Being a multilingual and multi cultured entity, every employee of the Company is treated with dignity and respect. The Nomination and Remuneration Committee paving way out to diversify the composition of the Board of Directors as per the Policy on Board Diversity as covered in Company’s Nomination, Evaluation and Remuneration Policy.

Board & Performance Evaluation

Pursuant to the provisions of the Act and the SEBI LODR, the Board carried out an annual evaluation of its own performance and its Committees as well as performance of all the Directors individually. The response was sought by way of an organised questionnaire which covers various aspects of the functions of the Boards adequacy, culture, execution and delivery of performance of specific duties, obligations and Governance and the evaluation was carried out based on responses received from the Directors.

A separate exercise was carried out by the Nomination and Remuneration Committee of the Board to evaluate the performance of Individual Directors. The performance evaluation of the Executive Directors and the Board as a whole were carried out by the Independent Directors at their Meeting held during the year 2018-19. The performance evaluation of the Chairman of the Board of Directors of the Company was also carried out by the Independent Directors as a whole, taking into account the views of the Executive Directors. The Report on Corporate Governance forming part of this Annual Report covers details of the evaluation process and other requisite information.

Familiarisation Programme

As part of Familiarisation programme, your Company conducts various programme, session and seminars to the Directors, from time to time, and update them with various aspects covering the industry including the business process, procedures, laws, rules and regulations as applicable for the business of the Company. A formal letter of appointment is issued to Directors when inducting into the Company capturing their role, function, duties and responsibilities and expectation of Board.

Details of the Familiarisation Programme are explained in the Report on Corporate Governance and are also available on the Company’s website at link https://www.wabag.com/compliances/

Appointment of Directors

The Nomination and Remuneration Committee formulates and reviews the criteria for appointment of a Director on the Board of Directors of the Company. The Committee formulates the criteria for determining qualifications, attributes, and independence of a Director and makes necessary recommendations to the Board. The Committee also recommends to the Board on extension or continuation of the term of appointment of Independent Directors on the basis of the report of performance evaluation of Directors, from time to time, in accordance with the law and SEBI LODR.

Board & Committees

A calendar of meetings is circulated to the Directors in advance. During the year, your Board met 6 times on April 4, 2018, May 25, 2018, July 9, 2018, August 9, 2018, November 12, 2018 and February 8, 2019. The details regarding composition, attendance of the Directors and other relevant details are set out in the Report on Corporate Governance which forms part of this Annual Report.

Your Company is maintaining the highest standards of Corporate Governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes. As on March 31, 2019, the Board has 6 Committees viz.

Stakeholders Relationship Committee inter alia to look into various matters relating to the securities of the Company,

Nomination and Remuneration Committee with wider terms of reference as per the statutory requirements, Corporate Social Responsibility Committee, inter alia, to undertake CSR activities, monitoring and reporting system for utilisation of funds for the CSR activities,

Risk Management and Monitoring Committee inter alia to review and monitor the various projects of the Company from time to time and evaluate the risks exist in the business and ensure appropriate mitigation measures in a time bound manner,

Overseas Direct Investment Committee inter alia, to scrutinise, evaluate and approve any new/enhancement in the investment by the Company in setting up a branch/ subsidiary/joint venture entities, in India or overseas and periodically monitor the investments made in such group entities are used for such approved purpose so as to ensure that return on investment to the Company are protected in the long run. Please refer page no. 44 tor investment made by Company in ODI entities

The Audit Committee acts as an interface between the statutory and internal auditors, the Management and the Board of Directors. It assists the Board in fulfilling its responsibilities of monitoring financial reporting processes, reviewing the Company’s established systems and processes for internal financial controls, governance and reviews the Company’s statutory and internal audit processes. The recommendations made by the Committee are accepted by the Board. As prescribed under section 177(8) of the Act, the Audit Committee comprises three Independent Directors viz., Sumit Chandwani, Chairman of the Committee, B D Narang and Malay Mukherjee. positive The Meetings of each of these Committees are convened by the respective Chairperson, who also apprises the Board about the summary of discussions held at their Meetings. The Minutes of the Committee Meetings are sent to all Directors individually for their approval/ comments as per the prescribed Secretarial Standard-1 and subject to any such comments/ approval from Directors, circulate the duly signed and approved Minutes to the Directors through the software/Email and table the same at the subsequent Board Meetings.

Directors Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134 of the Act: that in the preparation of the Financial Statements of the Company, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; that they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

that they have taken proper and sufficient care towards the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; that they have prepared the annual accounts on a going concern basis; they have laid down internal financial controls which were adequate and are operating effectively; and that they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

Remuneration Policy:

Your Company designed its remuneration policy to attract motivate and retain the Directors, Key Managerial Personnel, Senior Management Personnel and other employees as per the industry practice. In accordance with the relevant provisions of the Act and SEBI LODR, the following Policies/ Framework have been adopted by the Board upon recommendation of the Nomination and Remuneration Committee as part of Nomination, Evaluation & Remuneration Policy:

A. Board Nomination Policy

B. Policy for appointment & removal of Director, Key Managerial Personnel and Senior Management Personnel

C. Board Evaluation Policy either

D. Board Diversity Policy

E. Policy related to Remuneration for the Executive Directors, Key Managerial Personnel & Senior Management Personnel

The Remuneration policy is based on various evaluation criteria determined by the Nomination and Remuneration Committee in line with the requirements of law. The Director’s Commission and other matters provided in Section 178(3) of the Act has been disclosed in the Report on Corporate Governance. The Nomination Evaluation and Remuneration Policy is available on the website of the Company. The overall limit of remuneration payable to the Board Members and Managerial Personnel are governed by provisions of Section 197 of the Act and rules made thereunder.

Executive Directors

Remuneration of the Executive Directors consists of fixed component and a variable performance incentive. The Nomination and Remuneration Committee makes annual appraisal of the performance of the Executive Directors based on a detailed performance evaluation, and recommends the compensation payable to them, within the parameters approved by the shareholders, to the Board for their approval.

Non-Executive Directors

The Non-Executive Directors are paid remuneration in the form of Commission subject to overall ceiling limits prescribed under the Act. The Board can determine different remuneration for different Directors on the basis of their role, responsibilities, duties, time involvement etc. The Company has no pecuniary relationship with Non- Executive Directors except commission being paid for attending meetings of the Board/Committees thereof.

KMP/ Senior Management/ Other Employees

The remuneration of Key Managerial Personnel (other than Managing Director and Whole Time Director), shall be approved by the Board and any revision thereof, shall be done as per the compensation and appraisal policy of the Company which consists of fixed and variable pay includes salary, benefits, perquisites, provident fund etc. Managing Director & Group CEO and Whole Time Director will appraise the Board on the performance evaluation of senior management/ other employees made by them on the basis on achievement of KPI & KRA and they will be paid remuneration/ any revision thereof.

Policy on Preservation & Archival of Documents

This policy is implemented as per Regulation 9 read with Regulation 30(8) of the SEBI LODR for preservation of the documents inter alia to aid the employees in handling the documents in physical form or electronic efficiently form. This Policy is intended to provide guidelines for the retention of records, preservation of relevant documents for such duration after which the documents shall be archived and safe disposal/destruction of the documents. This policy is available on the Company’s website www.wabag.com. It not only covers the various aspects on preservation, but also archival of documents.

Employees stock option scheme (ESOP)

During the year, 33,038 options were exercised and allotted in 4 tranches to eligible employees under "Employees Stock Option Scheme 2010" (ESOP Scheme 2010). During the FY 2018-19, there has been no change in ESOP Scheme of the Company. Further, it is confirmed that the ESOP Scheme of the Company is in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014.The validity period of ESOP Scheme 2010 has got expired in the months of October & November 2018 The disclosures as stipulated under SEBI (Share Based Employee Benefits) Regulations, 2014 with regard to Employees Stock Option Plan of the Company is enclosed as an Annexure-I to the Board’s Report and are available on the website of the Company at www.wabag.com.

Particulars of Employees

Disclosures with respect to the remuneration of Directors, KMP and employees as required under section 197(12) of the Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed as Annexure II to the Board’s Report.

Details of employee remuneration as required under provisions of section 197(12) of the Act, read with Rules 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are available to any Shareholder on request. Such details are also available on the website www.wabag.com

Industrial Relations

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinted efforts of employees have enabled the Company to remain at the leadership position in the industry. It has taken various steps to improve productivity across organisation.

Policy on Prevention of Sexual Harassment at Workplace

Your Company is an equal opportunity provider. It continuously strives to build a work culture which promotes respect and dignity of all employees across the Organisation.

The Company has a dedicated Committee for Prevention of Sexual Harassment (POSH). It comprises 6 Members, majority being Women Members including one external women representative. The Company has a POSH policy in place in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All permanent, consultant, contractual, temporary, trainees are covered under this Policy. During the year under review, there was no case of POSH complaint received and pending for disposal as on March 31, 2019.

Auditors

A. Statutory Auditors

M/s. Sharp & Tannan, Chartered Accountants, Chennai (Firm Regn No: 003792S) was appointed by the Members of the Company at the last AGM held on August 10, 2018 as the Statutory Auditors of the Company to hold office for a term of 5 years from the conclusion of the 23rd AGM until the conclusion of the 28th AGM of the Company to be held in the calendar year 2023.

The statutory auditors of the Company have submitted their report for FY 2018-19 and does not contain any qualification, reservation or adverse remark. The auditor’s report is enclosed with the financial statements in this Annual Report.

B. Cost Auditor

Pursuant to the provisions of the Section 148(1) of the Act, your Board of Directors had appointed K Suryanarayanan, Practicing Cost Accountant (Membership No.24946) as Cost Auditor of the Company, for conducting the audit of costs records for the FY 2018-19. The audit of cost records is in progress and report will be filed with the Authority with the prescribed period in accordance with the Act and relevant rules made thereunder. A proposal for ratification of remuneration of the Cost Auditors for the FY 2018-19 will be placed before the Members of the Company at the ensuing AGM for ratification/approval.

The cost records, as applicable to the Company are maintained in accordance with the sub-section (1) of Section 148 of the Act.

C. Secretarial Auditor

Your Board has appointed M Damodaran, Practicing

Company Secretary (Membership Number 5837) to undertake the Secretarial Audit of the Company for the FY 2018-19 The Secretarial Audit Report placed before the Board does not contain any qualification, reservation or adverse remark. The Report of the Secretarial Auditor is enclosed as Annexure III to the Board’s Report.

Your Board had appointed M Damodaran of M/s. M Damodaran & Associates, Practicing Company Secretaries, as Secretarial Auditor of the Company for the FY 2019-20.

D. Internal Auditors

Your Board had appointed M/s PKF Sridhar & Santhanam LLP, Chartered Accountants, Chennai, (FRN -003990S/ S200018) as Internal Auditors of the Company to conduct the Internal Audit for the FY 2018-19. The Internal Auditors reports directly to the Audit Committee and makes comprehensive presentations at the Audit Committee meeting(s) on the Internal Audit Report covering the business areas required by the Audit Committee, from time to time.

Your Board had appointed M/.s PKF Sridhar & Santhanam LLP, Chartered Accountants, Chennai as Internal Auditor of the Company for the FY 2019-20. The Statutory Auditors, Cost Auditor, Secretarial Auditor, Internal Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Act, including rules made thereunder.

Subsidiaries, Joint Ventures & Associates

Your Company has 18 subsidiaries, 3 associates and a joint venture entity as on March 31, 2019. Pursuant to Section 129(3) of the Act, a statement containing the salient features of the financial statement of our subsidiaries in the prescribed format AOC - 1 is enclosed as Annexure IV to the Board’s report.

Material Subsidiaries

None of the subsidiaries is a material subsidiary as per the thresholds laid down under the SEBI LODR. Your Board of Directors has approved a Policy for "Determining material subsidiaries" in line with the SEBI LODR. The Policy has been revised effective from April 1, 2019 in line with the amendments made to the SEBI LODR. The policy is also made available on your Company’s website www.wabag.com.

Consolidated Financial Statements

The Consolidated Financial Statements of the Company for the financial year ended March 31, 2019 are prepared in compliance with the applicable provisions of the Act including Indian Accounting Standards specified under Section 133 of the Act. The audited consolidated financial statements together with the Auditors’ Report thereon form part of this Annual Report.

The Financial Statements of the subsidiaries, associates and joint venture entities are available for inspection by the

Members at the Registered Office of the Company pursuant to the provisions of Section 136 of the Act. The Company shall provide a copy of the financial statements of its subsidiary companies to the Members upon their request. The statements are also available on the website of the Company at www.wabag.com under Investors Section.

Related Party Transactions

During the FY 2018-19, your Company has entered into transactions with Related Parties as defined under Section 2(76) of the Act, all of which were in the ordinary course of business and on arm’s length basis and in accordance with the provisions of the Act, read with the Rules issued thereunder and the SEBI LODR. There are nomateriallysignificantRelated Party Transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. During the year, Managing Director & Group CEO has contributed from his own funds to meet certain business exigencies. The details of the same are given in the notes to financial Statement.

The Related party transactions were placed before the Audit Committee for their review, consideration and approval/ recommendation and then placed before the Board for suitable noting/approval. Amended policy on dealing with Related Party Transactions is available on the Company’s website www.wabag.com.

The details as required to be provided under Section 134(3)(h) of the Act, are disclosed in form AOC-2 forming part of this report.

Overseas Direct Investment

WABAG, over the years has expanded its global reach through Overseas Direct Investments (ODI), either through subsidiaries, associate & joint venture entities. As of March 31, 2019, the aggregate financial investments in such ODIs amount to INR 381.88 crore as against INR 410.13 crore as of last year. Out of such overseas investments, a very substantial component of investment comprises guarantees/ non-funded exposure for various projects, which as of March 31, 2019 amounted to INR 352.79 crore (92.38% of total financial exposure). The funded exposure of the Company in ODI for the same period consists of equity investments of INR 27 crore (7 % of total financial exposure) and loans amounting to INR 2.36 crore (0.62% of total financial exposure). Your Company has not provided any loan to its ODI entities during the year.

Your Company has been benefitted from these ODIs in the form of export/ other earnings.

The benefits generated by the Company from its overseas entities are substantial considering its relative meagre funded investment in such ODI entities. During the FY 2018-19, the Standalone revenue of the Company included revenue from overseas projects amounting to INR 775 crore as against INR 716 crore last year. The aggregate operational revenue generated by the Group during the FY 2018-19 through Company’s overseas entities and exports out of India aggregated to INR 1,779 crore which is 64 % of overall consolidated revenue of INR 2,781 crore. In addition to this, your Company also secured an EPC project through a consortium with VA Tech Wabag GmbH, Austria in the Kingdom of Saudi Arabia from Marafiq.

In order to comply with the new project requirements, your Company has set up the following establishments during the year: 1. Branch in Qatar to execute the EPC project received from Public Works Authority of Qatar (ASHGAL) 2. Branch in Tunisia to execute the DBO project received from Societe Nationale D’Exploitation Et De Distribution Des Eaux, Tunisia (SONEDE)

Corporate Social Responsibility (CSR)

Your Company allocated a limit equivalent to 2% of the average net profits of its three immediately preceding financial years for implementation of CSR activities as per Act. During the year under review, your Company spent a sum of INR 198.98 lakhs towards CSR.

In keeping with the Company’s CSR focus on water and waste water, the Company identified various projects for implementation during the year 2018-19. The Company had entered into arrangements with NABARD as co-financing partner for implementation of six multi-year watershed projects as part of CSR activities, one each in - Kanchipuram District, Tuticorin District, Dindigul District and Virudunagar District besides two at Cuddalore District, Tamil Nadu along with five reputed local NGOs as implementing partner(s). The estimated cost (WABAG’s portion) for the six projects is over INR 4.60 crore.

Furthermore, your Company also entered into a Memorandum of Understanding (MoU) with Bharat Rural Livelihoods Foundation (BRLF), an independent non-profit society set up by the Government of India under the Ministry of Rural

Development for implementing watershed project in six districts in West Bengal for which your Company committed a sum of INR 2.50 crore spread over a period of 4 years. Out of this, your Company so far paid a sum of INR 74.00 lakhs. The key objective behind this CSR investment by WABAG is to leverage the MGNREGA funds which will have wider impact in terms of end beneficiaries, i.e. poor farmers and tribals in West Bengal. With this commitment to BRLF the total commitment approved by the CSR Committee towards watershed development multiyear projects is over INR 7 crore. Out of the overall amount unspent as on March 31, 2019 your Company has already committed to spend around INR 7 crore. In addition to this, projects around INR 4 crore are under pipeline for Committee approval.

Over and above, your Company also implemented a few CSR projects – i) drinking water facility to the school children @ Valluvar Gurukulam , Chennai , ii) community water purification plant at Telangana State and restoration of traditional irrigation system @ Killai Village, Cuddalore, Tamil Nadu.

Your Company had undertaken rejuvenation and livelihood projects in CSR in the areas of Water in 2018-19 thereby increasing the continued value creation. These initiatives address the necessities of the local communities both in Tamil Nadu and other states.

The CSR Committee of the Board has been constantly reviewing the projects and gives directions to expedite implementation of the projects undertaken.

Your Company’s CSR Committee comprises Revathi Kasturi (Chairperson) (DIN: 01837477), Rajiv Mittal (DIN: 01299110) and S Varadarajan (DIN: 02353065). The Committee is responsible for formulating and monitoring the CSR policy of the Company. This policy is available on the Company’s website in the following link: https://www.wabag.com/compliances/. Pursuant to Section 135(4) of the Act, the major contents of CSR policy include core Ideology, total outlay for each financial year, allocation of resources & thrust areas and Executing Agency/Partners.

Core Ideology:

For WABAG, responsible business practices include being responsible for our business processes, engaging in responsible relations with employees, customers and the community. Hence for the Company, Corporate Social Responsibility goes beyond just adhering to statutory and legal compliances, and creates social and environmental value while supporting the Company’s business objectives and reducing operating costs and at the same time enhancing relationships with key stakeholders and customers.

WABAG’s commitment to CSR will be manifested by investing resources in one or more of the following areas:

Eradicating hunger, poverty and malnutrition, promoting preventive health care & sanitation and making available safe drinking water; Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly and the differently-abled and livelihood enhancement projects;

Promoting gender equality, empowering women, setting up homes and hostels for women and orphans; setting up old age homes, day care centers and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups;

Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal Welfare, agro-forestry, conservation of natural resources and maintaining quality of soil, air and Water;

Protection of national heritage, art and culture including restoration of buildings and sites of historical importance and works of art; setting up public libraries; promotion and development of traditional arts and handicrafts;

Measures for the benefits of armed forces veterans, war widows and their dependents; Training to promote rural sports, nationally recognised sports, Paralympics sports and Olympic sports;

Contribution to the Prime Minister’s National Relief Fund or any other fund set up by the Central Government for socio-economic development and relief and welfare of the Scheduled Castes, the Scheduled Tribes, other backward classes, minorities and women; Contribution of funds provided to technology incubators located within academic institutions which are approved by the Central Government;

The annual report on our CSR activities is enclosed as Annexure V to the Board’s report.

Particulars of Loans, Guarantees or Investments

Details of loans, guarantees and investments under the provisions of Section 186 of the Act, as on March 31, 2019, are given in the notes to the Financial Statements of the Company.

Internal Control/ Audit & its adequacy

WABAG has built robust control system upon which the internal controls are built to mitigate the risks. Under the control environment; Company’s policies, procedures & standards are developed to uphold control across the organisation. Adequate internal controls are in place to commensurate with business and operating dynamics. Internal controls are designed to provide reasonable assurance over: a. Achieving strategic objectives b. Efficiency and effectiveness of business operations c. Prevention and detection of frauds and errors d. Safeguarding its assets e. Complying with applicable laws and regulations f. Providing reliable financial information

Your Company has independent internal audit agency, spearheaded by industry veterans & process experts. Audit Committee of the Board periodically reviews the audit function and key issues are acted upon immediately. Key controls are periodically reviewed and improvements are made to enhance the reliability of information. The Company through its global ERP, continues to align its processes and controls with industry best practices.

Internal Control Over Financial Reporting

The Companies Act, 2013 re-emphasises the need for an effective Internal Financial Control system in the Company which should be adequate and shall operate effectively.

1. The internal financial controls within the Company are commensurate with the size, scale and complexity of its operations.

2. Audit Committee of the Board, periodically reviews the internal audit plans and observations/recommendations of internal & statutory auditors.

3. The controls were tested during the year and no reportable material weaknesses.

4. Your Company continuously tries to automate these controls to increase its reliability.

5. The Company follows accounting policies which are in line with the Indian Accounting standards notified under Section 133 of the Act read with Companies (Indian Accounting Standard) Rules 2015. These are in accordance with Generally Accepted Accounting Principles (GAAP) in India.

6. The Company’s Books of Accounts are maintained in IFS and transactions are executed through IFS setups to ensure correctness/ effectiveness of all transactions, integrity and reliability of reporting.

7. The Company has a mechanism of building budgets at an integrated cross- functional level. The budgets are reviewed on a monthly basis so as to analyse the performance and take corrective action, wherever required.

8. Overseas subsidiaries provide required information of consolidation of accounts in the format prescribed by the Company along with certification from respective entity auditors.

Risk Management

The Board has constituted a dedicated Committee viz. "Risk Management and Monitoring Committee" to review risks trends, exposure, its potential impact analysis and mitigation plans. The Committee consists of 5 Directors out of which 4 are Independent Directors. The details on the Company’s risk management framework/ strategy, risk assessment, risk acceptance, risk avoidance, risk mitigation, risk review etc., are forms part of Management Discussion and Analysis Section of this report.

Awards & Recognitions

During the year under review, your Company received numerous awards and accolades conferred by reputable organisations, distinguished bodies and clients for achievements in CSR, sustainable solutions, project completion etc.

Please refer page no. 11 of the Annual Report for the details of the rewards and recognition achieved by the Company globally during this year.

Significant and material orders passed by the regulators or courts or tribunals impacting the going concerns status and Company`s operations in future.

Therearenosignificant material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

Other Disclosures

Deposits: During the year under review, the Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment( s) thereof for the time being in force);

Contracts or Arrangements with Related Parties: Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act, in the prescribed Form AOC-2 is enclosed as Annexure VI to the Board’s Report. Annual Return: In accordance with Section 134(3)(a) of the Act, an extract of the annual return in the prescribed format is enclosed as Annexure VII to the Board’s Report. The said extract is also available on the Company’s website in the following link: https://www.wabag.com/compliances/.

Secretarial Standards: The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board and General Meetings;

Conservation of Energy: The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Act, read with the Companies (Accounts) Rules, 2014, is enclosed as Annexure VIII to the Board’s Report; Differential rights: The Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

Nature of Business: During the year, there was no change in nature of business of the Company or any of its subsidiaries.

Health, Safety and Environmental Protection (HSE)

Your Company is committed to providing a safe, healthy and conducive environment to all of its employees & associates and complied with labour related laws. The details of quality, health, safety, environment initiatives, objectives and achievements made by the Company are detailed in the Management Discussion and Analysis section of the Annual Report

Sustainability Initiatives

Sustainability is a key mantra for your Company. Globally, your Company is actively involved in providing sustainable solutions for the future that are eco-friendly and renewable in nature. Your Company’s contribution towards sustainability is constantly driving in nature as is reflected throughout this report and forms an integral part of our business.

Whistle Blower Policy / Vigil Mechanism

The Company has formulated a Whistle-Blower Policy which serves as a mechanism for its Directors and employees to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Code of Conduct without fear of reprisal. The vigil mechanism consists of a dedicated email-id. Any Director or employee who becomes aware of an unethical behaviour or fraud or violation of code shall report to the Ethics Committee for redressal as provided in the policy. The Audit Committee of the Board oversees the functioning of this policy. The policy is available on the website of the Company www.wabag.com.

Green Initiatives

WABAG believes in creating a clean and green ecosystem (land, air and water) around us for the wellbeing of nature and humanity. A few examples that testify to our vision for a resource positive and sustainable future through green initiatives are: a) the 110 MLD Kodungaiyur WWTP in Chennai, India which has been a role model plant for the entire country in terms of a being a plant powered by green energy for over a decade b) the 144 MLD Sanliurfa WWTP in Turkey, which employs renewable power derived from solar power in its sludge drying beds c) The 36 MLD Effluent Treatment and Recycling Plant at Reliance Dahej where biogas generated during the anaerobic treatment process is used as fuel gas for plant utility purposes, thus providing about 40% savings in heating costs. d) Power optimisation at our desalination plants by integrating energy recovery devices. Pressure energy recovery from the high-pressure brine stream is critical to the economic viability and environmental sustainability.

Green Initiatives begin at home

Over 60% of the total power requirement of our headquarters in Chennai is derived from wind energy, thereby bringing down energy cost by 6% as well as becoming a part of green energy compliant corporate. It is in recognition of this initiative that our headquarters, WABAG HOUSE, has been certified as a platinum rated green building by IGBC. During the year, we have introduced E Tender process for sourcing materials in our procurement function as a step towards digitisation.

Moving forward on its commitment towards a Greener Planet for future generations and in furtherance of digitisation commitment to Go-Green initiative of the Government, the Company started using digital mechanism to conduct Board/ Committee Meeting(s) as per the provisions of law and as part of this step, circulating the agenda, notes and other supporting documents of the Board / Committee meetings through a secured electronic platform for ease of access to Directors for their review and consideration, thereby reducing usage of papers to a limited purpose.

Your Company took various initiatives to reduce the usage of physical Annual Reports by continuously persuading the shareholders to get registered their email ids with their respective DPs to avail the e-version of Annual Reports and providing e-voting facility to all its members to enable them to cast their votes electronically on all resolutions set forth in the Notice.

Appreciation

The Board of Directors place on record their sincere gratitude and appreciation to all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year. The Board conveys its appreciation to its customers, shareholders, suppliers, bankers, business associates, regulatory and government authorities for their continued support.

For and on behalf of the Board of Directors
B D Narang Rajiv Mittal
Chennai Chairman Managing Director & Group CEO
May 21, 2019 (DIN: 00826573) (DIN: 01299110)

   

Va Tech Wabag Ltd Company Background

Bhagwan Dass Narang.Rajiv Mittal
Incorporation Year1995
Registered OfficeWabag House No 17 S Kolathur,200 Ft Tho Pallavaram Main Rd
Chennai,Tamil Nadu-600117
Telephone91-44-39232323,Managing Director
Fax91-44-39232324
Company SecretaryR Swaminathan
AuditorSharp & Tannan
Face Value2
Market Lot1
ListingBSE,MSEI ,NSE,
RegistrarKFin Techologies Pvt Ltd
Karvy Selenium Tow-B,31&32 Financial Dist,Nanakramguda ,Hyderabad-500032

Va Tech Wabag Ltd Company Management

Director NameDirector DesignationYear
Bhagwan Dass Narang.Chairman & Independent Directo2019
Rajiv MittalManaging Director2019
Sumit ChandwaniIndependent Director2019
Revathi KasturiIndependent Director2019
Malay MukherjeeIndependent Director2019
S VaradarajanDirector2019
R SwaminathanCompany Secretary2019
Milin MehtaAddtnl Independent Director2019

Va Tech Wabag Ltd Listing Information

Listing Information
BSE_500
BSESMALLCA
BSEALLCAP
BSEUTILITI
SML250
MSL400

Va Tech Wabag Ltd Finished Product

Product NameUnit Installed
Capacity
Production
Quantity
Sales
Quantity
Sales
Value
Construction Contracts NA 0001526.74
Operation & Maintenance ContraNA 000195.19
Other Operating Revenue NA 00024.39
Income from operations NA 0000

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